CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (the "Agreement") is entered into on [Date], by and between Fuji, Inc., an Alaska corporation doing business as Captain Sparrow ("Disclosing Party"), and [Receiving Party Name / Company Name], located at [Receiving Party Address] ("Receiving Party").

1. Purpose

The parties are exploring a potential business transaction regarding the sale of the business known as "Captain Sparrow" (the "Proposed Transaction"). In connection with this Proposed Transaction, the Disclosing Party may share certain confidential and proprietary information with the Receiving Party.

2. Confidential Information

"Confidential Information" means any and all non-public information, including but not limited to, financial statements (P&L, tax returns, SDE/EBITDA calculations), operational manuals, POS system details, customer lists (including rewards member data), vendor agreements, and business strategies disclosed by the Disclosing Party to the Receiving Party, whether in writing, orally, or electronically.

3. Non-Disclosure and Restricted Use

The Receiving Party agrees to:

• (a) Hold the Confidential Information in strict confidence and take reasonable precautions to protect such information.
• (b) Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to their legal or financial advisors who need to know such information for the purpose of evaluating the Proposed Transaction and who are bound by similar confidentiality obligations.
• (c) Use the Confidential Information solely for the purpose of evaluating the Proposed Transaction.

4. Return or Destruction of Materials

Upon the written request of the Disclosing Party, or if the Receiving Party decides not to proceed with the Proposed Transaction, the Receiving Party shall promptly return or destroy all copies of the Confidential Information and confirm such destruction in writing.

5. Term

The obligations of confidentiality under this Agreement shall survive for a period of two (2) years from the date of this Agreement.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska, without regard to its conflict of law principles.